10-Q 1 fdbc-20170331x10q.htm 10-Q fdbc 20170331 10Q Q1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION      

Washington, D.C. 20549



FORM 10-Q



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2017



OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from ______________to______________________





Commission file number: 333-90273



FIDELITY D & D BANCORP, INC.



STATE OF INCORPORATION:  IRS EMPLOYER IDENTIFICATION NO:

PENNSYLVANIA                                     23-3017653





Address of principal executive offices:

BLAKELY & DRINKER ST.

DUNMORE, PENNSYLVANIA 18512



TELEPHONE:

570-342-8281





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjected to such filing requirements for the past 90 days.  [X] YES [  ] NO



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      [X] YES [  ] NO



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.





 

 

 

 

 

Large accelerated filer [  ]                                             

Accelerated filer [  ]

Non-accelerated filer   [  ]                  

Smaller reporting company [X]

(Do not check if a smaller reporting company)

Emerging growth company [  ]



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

[  ] YES [X] NO



The number of outstanding shares of Common Stock of Fidelity D & D Bancorp, Inc. on April 30, 2017, the latest practicable date, was 2,470,194 shares.

 

 


 

FIDELITY D & D BANCORP, INC.



Form 10-Q March 31, 2017



Index







 

 

Part I.  Financial Information

 

Page

Item 1.

Financial Statements (unaudited):

 



Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016

3



Consolidated Statements of Income for the three months ended March 31, 2017 and 2016

4



Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016

5



Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2017 and 2016

6



Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016

7



Notes to Consolidated Financial Statements (Unaudited)

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

31

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

46

Item 4.

Controls and Procedures

52



 

 

Part II.  Other Information

 

 

Item 1.

Legal Proceedings

53

Item 1A.

Risk Factors

53

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

53

Item 3.

Defaults upon Senior Securities

53

Item 4.

Mine Safety Disclosures

53

Item 5.

Other Information

53

Item 6.

Exhibits

53

Signatures

 

55

Exhibit index

 

56

















2


 

PART I – Financial Information

Item 1: Financial Statements





 

 

 

 

 

 

Fidelity D & D Bancorp, Inc. and Subsidiary

 

 

 

 

 

 

Consolidated Balance Sheets

 

 

 

 

 

 

(Unaudited)

 

 

 

(dollars in thousands)

 

March 31, 2017

 

December 31, 2016

Assets:

 

 

 

 

 

 

Cash and due from banks

 

$

13,119 

 

$

12,856 

Interest-bearing deposits with financial institutions

 

 

15,997 

 

 

12,987 

Total cash and cash equivalents

 

 

29,116 

 

 

25,843 

Available-for-sale securities

 

 

154,223 

 

 

130,037 

Federal Home Loan Bank stock

 

 

2,467 

 

 

2,606 

Loans and leases, net (allowance for loan losses of

 

 

 

 

 

 

$9,548 in 2017; $9,364 in 2016)

 

 

611,621 

 

 

588,130 

Loans held-for-sale (fair value $1,999 in 2017, $2,907 in 2016)

 

 

1,961 

 

 

2,854 

Foreclosed assets held-for-sale

 

 

1,239 

 

 

1,306 

Bank premises and equipment, net

 

 

17,026 

 

 

17,164 

Cash surrender value of bank owned life insurance

 

 

19,542 

 

 

11,435 

Accrued interest receivable

 

 

2,284 

 

 

2,246 

Goodwill

 

 

209 

 

 

 -

Other assets

 

 

12,998 

 

 

11,323 

Total assets

 

$

852,686 

 

$

792,944 

Liabilities:

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Interest-bearing

 

$

543,444 

 

$

492,306 

Non-interest-bearing

 

 

190,482 

 

 

211,153 

Total deposits

 

 

733,926 

 

 

703,459 

Accrued interest payable and other liabilities

 

 

4,868 

 

 

4,631 

Short-term borrowings

 

 

14,699 

 

 

4,223 

Long-term debt

 

 

17,000 

 

 

 -

Total liabilities

 

 

770,493 

 

 

712,313 

Shareholders' equity:

 

 

 

 

 

 

Preferred stock authorized 5,000,000 shares with no par value; none issued

 

 

 -

 

 

 -

Capital stock, no par value (10,000,000 shares authorized; shares issued and outstanding; 2,470,194 in 2017; and 2,453,805 in 2016)

 

 

27,488 

 

 

27,155 

Retained earnings

 

 

53,306 

 

 

52,095 

Accumulated other comprehensive income

 

 

1,399 

 

 

1,381 

Total shareholders' equity

 

 

82,193 

 

 

80,631 

Total liabilities and shareholders' equity

 

$

852,686 

 

$

792,944 



 

 

 

 

 

 

See notes to unaudited consolidated financial statements

 

 

 

 

 

 

3


 







 

 

 

 

 

 

Fidelity D & D Bancorp, Inc. and Subsidiary

 

 

 

 

 

 

Consolidated Statements of Income

 

 

 

 

 

 

(Unaudited)

 

 

(dollars in thousands except per share data)

 

March 31, 2017

 

March 31, 2016

Interest income:

 

 

 

 

 

 

Loans and leases:

 

 

 

 

 

 

Taxable

 

$

6,160 

 

$

5,815 

Nontaxable

 

 

210 

 

 

191 

Interest-bearing deposits with financial institutions

 

 

 

 

22 

Investment securities:

 

 

 

 

 

 

U.S. government agency and corporations

 

 

619 

 

 

370 

States and political subdivisions (nontaxable)

 

 

346 

 

 

317 

Other securities

 

 

25 

 

 

21 

Total interest income

 

 

7,366 

 

 

6,736 

Interest expense:

 

 

 

 

 

 

Deposits

 

 

586 

 

 

580 

Securities sold under repurchase agreements

 

 

 

 

Other short-term borrowings and other

 

 

57 

 

 

10 

Long-term debt

 

 

38 

 

 

 -

Total interest expense

 

 

688 

 

 

598 

Net interest income

 

 

6,678 

 

 

6,138 

Provision for loan losses

 

 

325 

 

 

150 

Net interest income after provision for loan losses

 

 

6,353 

 

 

5,988 

Other income:

 

 

 

 

 

 

Service charges on deposit accounts

 

 

543 

 

 

488 

Interchange fees

 

 

400 

 

 

356 

Fees from trust fiduciary activities

 

 

195 

 

 

170 

Fees from financial services

 

 

146 

 

 

104 

Service charges on loans

 

 

220 

 

 

178 

Fees and other revenue

 

 

210 

 

 

197 

Earnings on bank-owned life insurance

 

 

107 

 

 

87 

Gain on sale of loans

 

 

284 

 

 

107 

Total other income

 

 

2,105 

 

 

1,687 

Other expenses:

 

 

 

 

 

 

Salaries and employee benefits

 

 

3,085 

 

 

2,875 

Premises and equipment

 

 

985 

 

 

918 

Advertising and marketing

 

 

235 

 

 

255 

Professional services

 

 

398 

 

 

389 

FDIC assessment

 

 

65 

 

 

125 

Loan collection

 

 

60 

 

 

44 

Other real estate owned

 

 

37 

 

 

22 

Office supplies and postage

 

 

123 

 

 

119 

Automated transaction processing

 

 

174 

 

 

127 

Data processing and communication

 

 

303 

 

 

188 

PA shares tax

 

 

164 

 

 

142 

Other

 

 

168 

 

 

184 

Total other expenses

 

 

5,797 

 

 

5,388 

Income before income taxes

 

 

2,661 

 

 

2,287 

Provision for income taxes

 

 

681 

 

 

586 

Net income

 

$

1,980 

 

$

1,701 

Per share data:

 

 

 

 

 

 

Net income - basic

 

$

0.80 

 

$

0.69 

Net income - diluted

 

$

0.80 

 

$

0.69 

Dividends

 

$

0.31 

 

$

0.27 



 

 

 

 

 

See notes to unaudited consolidated financial statements

 

 

 

 

 

 





4


 





 

 

 

 

 

 



 

 

 

 

 

 

Fidelity D & D Bancorp, Inc. and Subsidiary

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income

 

Three months ended

(Unaudited)

 

March 31,

(dollars in thousands)

 

2017

 

2016



 

 

 

 

 

 

Net income

 

$

1,980 

 

$

1,701 



 

 

 

 

 

 

Other comprehensive income, before tax:

 

 

 

 

 

 

Unrealized holding gain on available-for-sale securities

 

 

27 

 

 

1,084 

Reclassification adjustment for net gains realized in income

 

 

 -

 

 

 -

Net unrealized gain

 

 

27 

 

 

1,084 

Tax effect

 

 

(9)

 

 

(369)

Unrealized gain, net of tax

 

 

18 

 

 

715 

Other comprehensive income, net of tax

 

 

18 

 

 

715 

Total comprehensive income, net of tax

 

$

1,998 

 

$

2,416 



 

 

 

 

 

 

See notes to unaudited consolidated financial statements

 

 

 

 

 

 



5


 

     









 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fidelity D & D Bancorp, Inc. and Subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Changes in Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2017 and 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 



 

 

 

 

 

 

 

 

 

other

 

 

 



Capital stock

 

Retained

 

comprehensive

 

 

 

(dollars in thousands)

Shares

 

Amount

 

earnings

 

income

 

Total

Balance, December 31, 2015

 

2,443,405 

 

$

26,700 

 

$

47,463 

 

$

2,188 

 

$

76,351 

Net income

 

 

 

 

 

 

 

1,701 

 

 

 

 

 

1,701 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

715 

 

 

715 

Issuance of common stock through Employee Stock Purchase Plan

 

3,695 

 

 

111 

 

 

 

 

 

 

 

 

111 

Issuance of common stock from vested restricted share grants through stock compensation plans

 

5,855 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock through exercise of stock options

 

500 

 

 

14 

 

 

 

 

 

 

 

 

14 

Stock-based compensation expense

 

 

 

 

84 

 

 

 

 

 

 

 

 

84 

Cash dividends declared

 

 

 

 

 

 

 

(667)

 

 

 

 

 

(667)

Balance, March 31, 2016

 

2,453,455 

 

$

26,909 

 

$

48,497 

 

$

2,903 

 

$

78,309 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2016

 

2,453,805 

 

$

27,155 

 

$

52,095 

 

$

1,381 

 

$

80,631 

Net income

 

 

 

 

 

 

 

1,980 

 

 

 

 

 

1,980 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

18 

 

 

18 

Issuance of common stock through Employee Stock Purchase Plan

 

4,085 

 

 

126 

 

 

 

 

 

 

 

 

126 

Issuance of common stock through Dividend Reinvestment Plan

 

2,478 

 

 

90 

 

 

 

 

 

 

 

 

90 

Issuance of common stock from vested restricted share grants through stock compensation plans

 

9,307 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock through exercise of stock options

 

519 

 

 

15 

 

 

 

 

 

 

 

 

15 

Stock-based compensation expense

 

 

 

 

102 

 

 

 

 

 

 

 

 

102 

Cash dividends declared

 

 

 

 

 

 

 

(769)

 

 

 

 

 

(769)

Balance, March 31, 2017

 

2,470,194 

 

$

27,488 

 

$

53,306 

 

$

1,399 

 

$

82,193 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited consolidated financial statements

 

 

 

 

 

 

 

 

 

 

 

 



6


 







 

 

 

 

 

 



 

 

 

 

 

 

Fidelity D & D Bancorp, Inc. and Subsidiary

 

 

 

 

 

 

Consolidated Statements of Cash Flows

 

 

 

 

 

 

(Unaudited)

 

Three months ended March 31,

(dollars in thousands)

 

2017

 

2016



 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income 

 

$

1,980 

 

$

1,701 

Adjustments to reconcile net income to net cash provided by

 

 

 

 

 

 

operating activities:

 

 

 

 

 

 

Depreciation, amortization and accretion

 

 

765 

 

 

865 

Provision for loan losses

 

 

325 

 

 

150 

Deferred income tax expense

 

 

403 

 

 

556 

Stock-based compensation expense

 

 

157 

 

 

118 

Excess tax benefit from exercise of stock options

 

 

 

 

 -

Proceeds from sale of loans held-for-sale

 

 

11,002 

 

 

6,563 

Originations of loans held-for-sale

 

 

(7,697)

 

 

(5,738)

Earnings from bank-owned life insurance

 

 

(107)

 

 

(87)

Net gain from sales of loans

 

 

(284)

 

 

(107)

Net gain from sale and write-down of foreclosed assets held-for-sale

 

 

(7)

 

 

 -

Change in:

 

 

 

 

 

 

Accrued interest receivable

 

 

(34)

 

 

Other assets

 

 

(1,788)

 

 

(2,245)

Accrued interest payable and other liabilities

 

 

120 

 

 

(285)

Net cash provided by operating activities

 

 

4,836 

 

 

1,499 



 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

Proceeds from sales

 

 

 -

 

 

 -

Proceeds from maturities, calls and principal pay-downs

 

 

4,576 

 

 

3,873 

Purchases

 

 

(29,001)

 

 

(6,628)

Decrease in FHLB stock

 

 

139 

 

 

700 

Net increase in loans and leases

 

 

(24,728)

 

 

(1,446)

Purchase of life insurance policies

 

 

(8,000)

 

 

 -

Acquisition of bank premises and equipment

 

 

(209)

 

 

(440)

Net cash acquired in acquisition of bank branch

 

 

11,817 

 

 

 -

Proceeds from sale of bank premises and equipment

 

 

 

 

 -

Proceeds from sale of foreclosed assets held-for-sale

 

 

240 

 

 

 -

Net cash used in investing activities

 

 

(45,160)

 

 

(3,941)



 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Net increase in deposits

 

 

16,659 

 

 

47,237 

Net increase (decrease) in short-term borrowings

 

 

10,476 

 

 

(15,439)

Proceeds from issuance of long-term debt advances

 

 

17,000 

 

 

 -

Proceeds from employee stock purchase plan participants

 

 

126 

 

 

111 

Exercise of stock options

 

 

15 

 

 

14 

Dividends paid, net of dividends reinvested

 

 

(679)

 

 

(667)

Net cash provided by financing  activities

 

 

43,597 

 

 

31,256 

Net increase in cash and cash equivalents

 

 

3,273 

 

 

28,814 

Cash and cash equivalents, beginning

 

 

25,843 

 

 

12,277 



 

 

 

 

 

 

Cash and cash equivalents, ending

 

$

29,116 

 

$

41,091 



 

 

 

 

 

 

See notes to unaudited consolidated financial statements

 

 

 

 

 

 



7


 





 

 

 

 

 

 

Fidelity D & D Bancorp, Inc. and Subsidiary

 

 

 

 

 

 

Consolidated Statements of Cash Flows (continued)

 

 

 

 

 

 

(Unaudited)

 

Three months ended March 31,

(dollars in thousands)

 

2017

 

2016

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

 

Cash payments for:

 

 

 

 

 

 

Interest

 

$

574 

 

$

577 

Income tax

 

 

 -

 

 

 -

Supplemental Disclosures of Non-cash Investing Activities:

 

 

 

 

 

 

Net change in unrealized gains on available-for-sale securities

 

 

27 

 

 

1,084 

Transfers from loans to foreclosed assets held-for-sale

 

 

167 

 

 

691 

Transfers from loans to loans held-for-sale

 

 

2,318 

 

 

579 

Acquisition of West Scranton Branch from Wayne Bank

 

 

 

 

 

 

Non-cash assets acquired:

 

 

 

 

 

 

Loans

 

$

1,574 

 

 

 

Bank premises and equipment

 

 

264 

 

 

 

Goodwill

 

 

209 

 

 

 

Accrued interest receivable and other assets

 

 

 

 

 

Total non-cash assets acquired

 

$

2,051 

 

 

 

Liabilities assumed:

 

 

 

 

 

 

Deposits

 

$

13,809 

 

 

 

Accrued interest payable and other liabilities

 

 

59 

 

 

 

Total liabilities assumed

 

$

13,868 

 

 

 



 

 

 

 

 

 

See notes to unaudited consolidated financial statements

 

 

 

 

 

 



 

 

 

 

 

 



8


 



FIDELITY D & D BANCORP, INC.



Notes to  Consolidated Financial Statements

(Unaudited)

1.   Nature of operations and critical accounting policies

Nature of operations

Fidelity Deposit and Discount Bank (the Bank) is a commercial bank chartered under the law of the Commonwealth of Pennsylvania and a wholly-owned subsidiary of Fidelity D & D Bancorp, Inc. (collectively, the Company).  Having commenced operations in 1903, the Bank is committed to provide superior customer service, while offering a full range of banking products and financial and trust services to both our consumer and commercial customers from our main office located in Dunmore and other branches located throughout Lackawanna and Luzerne Counties.

Principles of consolidation

The accompanying unaudited consolidated financial statements of the Company and the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to this Form 10-Q and Rule 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements.  In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial condition and results of operations for the periods have been included.  All significant inter-company balances and transactions have been eliminated in consolidation.

For additional information and disclosures required under GAAP, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Management is responsible for the fairness, integrity and objectivity of the unaudited financial statements included in this report.  Management prepared the unaudited financial statements in accordance with GAAP.  In meeting its responsibility for the financial statements, management depends on the Company's accounting systems and related internal controls.  These systems and controls are designed to provide reasonable but not absolute assurance that the financial records accurately reflect the transactions of the Company, the Company’s assets are safeguarded and that the financial statements present fairly the financial condition and results of operations of the Company.

In the opinion of management, the consolidated balance sheets as of March 31, 2017 and December 31, 2016 and the related consolidated statements of income and consolidated statements of comprehensive income for the three months ended March 31, 2017 and 2016, and consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the three months ended March 31, 2017 and 2016 present fairly the financial condition and results of operations of the Company.  All material adjustments required for a fair presentation have been made.  These adjustments are of a normal recurring nature.  Certain reclassifications have been made to the 2016 financial statements to conform to the 2017 presentation. 

In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred after March 31, 2017 through the date these consolidated financial statements were issued.

This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2016, and the notes included therein, included within the Company’s Annual Report filed on Form 10-K.

Critical accounting policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods.  Actual results could differ from those estimates.

A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses.  Management believes that the allowance for loan losses at March 31, 2017 is adequate and reasonable.  Given the subjective nature of identifying and estimating loan losses, it is likely that well-informed individuals could make different assumptions and could, therefore, calculate a materially different allowance amount.  While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in the future.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses.  Such agencies may require the Company to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination.

Another material estimate is the calculation of fair values of the Company’s investment securities.  Fair values of investment securities are determined by pricing provided by a third-party vendor, who is a provider of financial market data, analytics and related services to financial institutions.  Based on experience, management is aware that estimated fair values of investment securities tend to vary among valuation services.  Accordingly, when selling investment securities, price quotes may be obtained from more than one source.  All of the Company’s investment securities are classified as available-for-sale (AFS).  AFS securities are carried at fair value on the

9


 

consolidated balance sheets, with unrealized gains and losses, net of income tax, reported separately within shareholders’ equity as a component of accumulated other comprehensive income (AOCI).

The fair value of residential mortgage loans, classified as held-for-sale (HFS), is obtained from the Federal National Mortgage Association (FNMA) or the Federal Home Loan Bank (FHLB).  Generally, the market to which the Company sells residential mortgages it originates for sale is restricted and price quotes from other sources are not typically obtained.  On occasion, the Company may transfer loans from the loan portfolio to loans HFS.  Under these circumstances, pricing may be obtained from other entities and the residential mortgage loans are transferred at the lower of cost or market value and simultaneously sold.  For other loans transferred to HFS, pricing may be obtained from other entities or modeled and the other loans are transferred at the lower of cost or market value and then sold.  As of March 31, 2017 and December 31, 2016, loans classified as HFS consisted of residential mortgage loans.

Financing of automobiles, provided to customers under lease arrangements of varying terms, are accounted for as direct finance leases.  Interest income on automobile direct finance leasing is determined using the interest method to arrive at a level effective yield over the life of the lease.

Foreclosed assets held-for-sale includes other real estate acquired through foreclosure (ORE) and may, from time-to-time, include repossessed assets such as automobiles.  ORE is carried at the lower of cost (principal balance at date of foreclosure) or fair value less estimated cost to sell.  Any write-downs at the date of foreclosure are charged to the allowance for loan losses.  Expenses incurred to maintain ORE properties, subsequent write downs to the asset’s fair value, any rental income received and gains or losses on disposal are included as components of other real estate owned expense in the consolidated statements of income.   

Goodwill is recorded on the consolidated balance sheets as the excess of liabilities assumed over identifiable assets acquired on the acquisition date.  Goodwill is recorded at its net carrying value which represents estimated fair value.  The goodwill is deductible for tax purposes over a 15 year period.

The Company maintains bank owned life insurance policies (BOLI) for a selected group of employees,  namely its officers where the Company is the owner and sole beneficiary of the policies.  The earnings from the BOLI are recognized as a component of other income in the consolidated statements of income.  The BOLI is an asset that can be liquidated, if necessary, with tax consequences.  However, the Company intends to hold these policies and accordingly, the Company has not provided for deferred taxes on the earnings from the increase in the cash surrender value.    

The Company holds separate supplemental executive retirement (SERP) agreements for certain officers and an amount is credited to each participant’s SERP account monthly while they are actively employed by the bank until retirement.    A deferred tax asset is provided for the non-deductible SERP expense.  The Company also entered into separate split dollar life insurance arrangements with three executives providing post-retirement benefits and accrues monthly expense for this benefitMonthly expenses for the SERP and post-retirement split dollar life benefit are recorded as components of salaries and employee benefit expense on the consolidated statements of income. 

For purposes of the consolidated statements of cash flows, cash and cash equivalents includes cash on hand, amounts due from banks and interest-bearing deposits with financial institutions.    Expenditures for construction in process, a component of other assets in the consolidated balance sheets, are included in acquisition of premises and equipment.

2.  New accounting pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments.  The amendments in this update require financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis.  Previously, when credit losses were measured under GAAP, an entity only considered past events and current conditions when measuring the incurred loss.  The amendments in this update broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually.  The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.  An entity must use judgement in determining the relevant information and estimation methods that are appropriate under the circumstances.  The amendments in this update also require that credit losses on available-for-sale debt securities be presented as an allowance for credit losses rather than a writedown.  The amendments in this update are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019 for public companies.  Early adoption is permitted beginning after December 15, 2018, including interim periods within those fiscal years.  An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption (modified-retrospective approach).  Upon adoption, the change in this accounting guidance could result in an increase in the Company's allowance for loan losses and require the Company to record loan losses more rapidly.  The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting.  The areas for simplification in the update involve several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the

10


 

statement of cash flows.  The amendments in this update are effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2016.  Early adoption is permitted.  Amendments should be applied using either a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted, retrospectively, prospectively, or using either a prospective transition method or a retrospective transition method.  The Company adopted this accounting standard during the first quarter of 2017 and does not expect this amendment to have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services.  ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP:  identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; recognize revenue when (or as) the entity satisfies a performance obligation.  The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures).  The Company is evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard effective in the first quarter of 2018.

Subsequently, the FASB issued additional guidance to clarify certain implementation issues. Specifically, the FASB issued Principal versus Agent Considerations, Identifying Performance Obligations and Licensing, Narrow-Scope Improvements and Practical Expedients and Technical Corrections and Improvements in March, April, May and December 2016, respectively. These amendments do not change the core principle in Revenue from Contracts with Customers (Topic 606) and the effective date and transition requirements are consistent with those in Topic 606.

In January 2016, the FASB issued ASU 2016-01 related to Financial Instruments - Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities.  The update applies to all entities that hold financial assets or owe financial liabilities.  The amendments in this update make targeted improvements to U.S. GAAP as follows:

·

Require equity investments to be measured at fair value with changes in fair value recognized in net income;

·

Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment;

·

Require public business entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes;

·

Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset;

·

Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The Company is evaluating the impact of the adoption of ASU 2016-01 on its consolidated financial statements, but does not expect it to have a significant impact.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.  ASU 2016-02 requires the recognition of a right-of-use asset and related lease liability by lessees for leases classified as operating leases under GAAP.  The amendments in this update are effective for the Company for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  Early adoption of the amendments in this update are permitted.  A modified retroactive approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative period.  Upon adoption, this change in accounting guidance could have a significant impact on the consolidated balance sheets and could potentially impact debt covenant agreements with our customers.  The Company is currently evaluating the amount of the impact of ASU 2016-02 on its consolidated financial statements.

In August 2016, the FASB released ASU 2016-15, Statement of Cash Flows (Topic 230) to clarify the presentation of certain cash receipts and payments on the statement of cash flows.  The update addressed eight specific cash flow issues with the objective of reducing the existing diversity in practice.  The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period.  The amendments in this update should be applied using a retrospective transition method to each period presented.  The Company is currently evaluating the impact of the adoption of ASU 2016-15 on its consolidated financial statements, but does not expect it to have a significant impact.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) to simplify the test for goodwill impairment.  To simplify the subsequent measurement of goodwill, the Board eliminated Step 2 from the goodwill impairment test.  Under the amendments in this update, an entity should perform its annual goodwill impairment test by comparing the fair value of a

11


 

reporting unit with its carrying amount.  An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  An entity should apply the amendments in his update on a prospective basis.  The amendments in this update are effective for the Company for its annual goodwill impairment tests in fiscal years beginning after December 15, 2019.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  The Company will early adopt this standard and it will not have an impact on its consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization on Purchased Callable Debt Securities to amend the amortization period for certain purchased callable debt securities held at a premium.  The amendments in this update shorten the amortization period for the premium to the earliest call date.  The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  Early adoption is permitted, including adoption in an interim period.  An entity should apply the amendments in this update on a modified retrospective basis through a cumulative effect adjustment directly to retained earnings as of the beginning of the period of adoption.  The Company has adopted this standard and it will not have an effect on its consolidated financial statements.

3.  Accumulated other comprehensive income

The following tables illustrate the changes in accumulated other comprehensive income by component and the details about the components of accumulated other comprehensive income as of and for the periods indicated:





 

 

 

 

 



 

 

 

 

 

As of and for the three months ended March 31, 2017



Unrealized gains

 

 

 



(losses) on

 

 

 



available-for-sale

 

 

 

(dollars in thousands)

securities

 

Total

Beginning balance

$

1,381 

 

$

1,381 



 

 

 

 

 

Other comprehensive income before reclassifications, net of tax

 

18 

 

 

18 

Amounts reclassified from accumulated other comprehensive income, net of tax

 

 -

 

 

 -

Net current-period other comprehensive income

 

18 

 

 

18 

Ending balance

$

1,399 

 

$

1,399 







 

 

 

 

 



 

 

 

 

 

As of and for the three months ended March 31, 2016



Unrealized gains

 

 

 



(losses) on

 

 

 



available-for-sale

 

 

 

(dollars in thousands)

securities

 

Total

Beginning balance

$

2,188 

 

$

2,188 



 

 

 

 

 

Other comprehensive income before reclassifications, net of tax

 

715 

 

 

715 

Amounts reclassified from accumulated other comprehensive income, net of tax

 

 -

 

 

 -

Net current-period other comprehensive income

 

715 

 

 

715 

Ending balance

$

2,903 

 

$

2,903 



 

 

 

 

 





4. Investment securities

Agency – Government-sponsored enterprise (GSE) and MBS - GSE residential

Agency – GSE and MBS – GSE residential securities consist of short- to long-term notes issued by Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA), Federal Home Loan Bank (FHLB) and Government National Mortgage Association (GNMA).  These securities have interest rates that are fixed and adjustable, have varying short- to long-term maturity dates and have contractual cash flows guaranteed by the U.S. government or agencies of the U.S. government.

Obligations of states and political subdivisions

The municipal securities are bank qualified or bank eligible, general obligation and revenue bonds rated as investment grade by various credit rating agencies and have fixed rates of interest with mid- to long-term maturities.  Fair values of these securities are highly driven by interest rates.  Management performs ongoing credit quality reviews on these issues.

12


 

The amortized cost and fair value of investment securities at March 31, 2017 and December 31, 2016 are summarized as follows:





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Gross

 

Gross

 

 

 



 

Amortized

 

unrealized

 

unrealized

 

Fair

(dollars in thousands)

 

cost

 

gains

 

losses

 

value

March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

Agency - GSE

 

$

17,330 

 

$

43 

 

$

(117)

 

$

17,256 

Obligations of states and political subdivisions

 

 

42,142 

 

 

1,920 

 

 

(271)

 

 

43,791 

MBS - GSE residential

 

 

92,336 

 

 

793 

 

 

(650)

 

 

92,479 



 

 

 

 

 

 

 

 

 

 

 

 

Total debt securities

 

 

151,808 

 

 

2,756 

 

 

(1,038)

 

 

153,526 



 

 

 

 

 

 

 

 

 

 

 

 

Equity securities - financial services

 

 

294 

 

 

403 

 

 

 -

 

 

697 



 

 

 

 

 

 

 

 

 

 

 

 

Total available-for-sale securities

 

$

152,102 

 

$

3,159 

 

$

(1,038)

 

$

154,223 







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Gross

 

Gross

 

 

 



 

Amortized

 

unrealized

 

unrealized

 

Fair

(dollars in thousands)

 

cost

 

gains

 

losses

 

value

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

Agency - GSE

 

$

18,362 

 

$

58 

 

$

(144)

 

$

18,276 

Obligations of states and political subdivisions

 

 

38,648 

 

 

1,803 

 

 

(260)

 

 

40,191 

MBS - GSE residential

 

 

70,639 

 

 

851 

 

 

(553)

 

 

70,937 



 

 

 

 

 

 

 

 

 

 

 

 

Total debt securities

 

 

127,649 

 

 

2,712 

 

 

(957)

 

 

129,404 



 

 

 

 

 

 

 

 

 

 

 

 

Equity securities - financial services

 

 

294 

 

 

339 

 

 

 -

 

 

633 



 

 

 

 

 

 

 

 

 

 

 

 

Total available-for-sale securities

 

$

127,943 

 

$

3,051 

 

$

(957)

 

$

130,037 



The amortized cost and fair value of debt securities at March 31, 2017 by contractual maturity are summarized below:



 

 

 

 

 

 



 

 

 



 

Amortized

 

Fair

(dollars in thousands)

 

cost

 

value

Available-for-sale securities:

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

Due in one year or less

 

$

4,006 

 

$

4,011 

Due after one year through five years

 

 

14,124 

 

 

14,149 

Due after five years through ten years

 

 

1,663 

 

 

1,741 

Due after ten years

 

 

39,679 

 

 

41,146 



 

 

 

 

 

 

Total debt securities

 

 

59,472 

 

 

61,047 



 

 

 

 

 

 

MBS - GSE residential

 

 

92,336 

 

 

92,479 



 

 

 

 

 

 

Total available-for-sale debt securities

 

$

151,808 

 

$

153,526 



Actual maturities will differ from contractual maturities because issuers and borrowers may have the right to call or repay obligations with or without call or prepayment penalty.  Agency – GSE and municipal securities are included based on their original stated maturity.  MBS – GSE residential, which are based on weighted-average lives and subject to monthly principal pay-downs, are listed in total.  Most of the securities have fixed rates or have predetermined scheduled rate changes and many have call features that allow the issuer to call the security at par before its stated maturity without penalty.

13


 

The following table presents the fair value and gross unrealized losses of investment securities aggregated by investment type, the length of time and the number of securities that have been in a continuous unrealized loss position as of March 31, 2017 and December 31, 2016:  





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Less than 12 months

 

More than 12 months

 

Total



 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

(dollars in thousands)

 

value

 

losses

 

value

 

losses

 

value

 

losses



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency - GSE

 

$

6,048 

 

$

(117)

 

$

 -

 

$

 -

 

$

6,048 

 

$

(117)

Obligations of states and political subdivisions

 

 

11,051 

 

 

(271)

 

 

 -

 

 

 -

 

 

11,051 

 

 

(271)

MBS - GSE residential

 

 

61,193 

 

 

(650)

 

 

 -

 

 

 -

 

 

61,193 

 

 

(650)

Total

 

$

78,292 

 

$

(1,038)

 

$

 -

 

$

 -

 

$

78,292 

 

$

(1,038)

Number of securities

 

 

61 

 

 

 

 

 

 -

 

 

 

 

 

61 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency - GSE

 

$

6,032 

 

$

(144)

 

$

 -

 

$

 -

 

$

6,032 

 

$

(144)

Obligations of states and political subdivisions

 

 

8,690 

 

 

(260)

 

 

 -

 

 

 -

 

 

8,690 

 

 

(260)

MBS - GSE residential

 

 

41,111 

 

 

(553)

 

 

 -

 

 

 -

 

 

41,111 

 

 

(553)

Total

 

$

55,833 

 

$

(957)

 

$

 -

 

$

 -

 

$

55,833 

 

$

(957)

Number of securities

 

 

48